The law firm of Lieff Cabraser Heimann & Bernstein LLP confirms that class action litigation has been brought on behalf of investors who purchased or otherwise acquired the publicly traded securities of Williams Partners LP (NYSE: WPZ) between May 13, 2015, and June 19, 2015, inclusive.
WPZ is a large-cap master limited partnership providing infrastructure for North American natural gas and natural gas products. The action alleges that, prior to and after Williams Companies Inc. (WMB), announced a proposed merger with WPZ, WMB had, and continued to have, ongoing discussions to be acquired by a third entity, Energy Transfer Equity (ETE) and that WMB’s failure to disclose these discussions constitutes material misrepresentations to purchasers of WPZ securities.
WMB, an energy infrastructure company headquartered in Tulsa, Oklahoma, owns approximately 60% of WPZ’s common units. On May 13, 2015, WMB and WPZ issued a joint press release announcing that an agreement had been executed to merge the two entities (the WPZ/WMB merger) under which WMB would acquire all publicly held WPZ common units at a 1.115 ratio of WMB common share per WPZ common unit. The price of WPZ common units rose 22.7% that day.
However, allegedly WMB previously had been and was still in discussions with ETE, a Dallas-based company specializing in the storage and transportation of natural gas, and its representatives concerning ETE’s proposed acquisition of WMB. WMB allegedly knew that ETE was not interested in acquiring WPZ’s common units because ETE’s strategy called for master limited partnerships (like WPZ) to be separately traded. Further, WMB allegedly knew that WMB shareholders would not approve the WPZ/WMB merger if an offer from ETE were available as an alternative. On May 19, 2015, ETE offered to acquire WMB at $64 per WMB common share. The offer was conditioned on WMB terminating the WPZ/WMB merger agreement. WMB examined the offer but did not respond formally.
On June 22, 2015, prior to the opening of trading, ETE publicly announced its offer, the requirement that WMB terminate the WPZ/WMB merger agreement and details of ETE’s pursuit of WMB, including that discussions had been ongoing for some time. That day, the price of WPZ common units fell 7.6% and the price of WMB common shares rose 26%.